As filed with the Securities and Exchange Commission on November 30, 2023

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its Charter)

 

 

 

Delaware   71-0205415
(State or other jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

10000 Energy Drive

Spring, Texas 77389

(832) 796-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Southwestern Energy Company 401(k) Savings Plan

(Full Title of the Plan)

Chris Lacy

Senior Vice President, General Counsel and Secretary

10000 Energy Drive

Spring, Texas 77389

(832) 796-1000

(Name, address, including zip code, telephone number, including area code, of agent for service)

with a copy to:

Matthew R. Pacey, P.C.

Kirkland & Ellis LLP

609 Main Street, Suite 4700

Houston, Texas 77002

(713) 836-3600

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 (“Registration Statement”) is being filed by Southwestern Energy Company (the “Company”) for the purpose of registering an additional 750,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) for issuance under the Southwestern Energy Company 401(k) Savings Plan, as amended from time to time (the “Plan”). Pursuant to General Instruction E to Form S-8, the contents of the Company’s Form S-8 Registration Statements previously filed with the Securities and Exchange Commission (the “Commission”) on June 9, 2005 (File No. 333-125714) as amended by Post-Effective Amendments No. 1 and No. 2 filed with the Commission on June 30, 2006, and January 31, 2007, respectively, November 13, 2012 (File No. 333-184885), February 26, 2016 (File No. 333-209752) and November 30, 2018 (File No. 333-228629) are herein incorporated by reference and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed (or will be filed) by the Company with the Commission, are incorporated by reference in this Registration Statement:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”) filed with the Commission on February 23, 2023; Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2023 filed with the Commission on April 27, 2023; Quarterly Report on Form 10-Q for the fiscal period ended June  30, 2023 filed with the Commission on August 3, 2023; and Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2023 filed with the Commission on November 2, 2023;

(2) The Company’s Current Reports on Form 8-K filed with the Commission on January  27, 2023, February  27, 2023, March 22, 2023, May 22, 2023, and June 5, 2023 (Item 5.02 only);

(3) The description of the Company’s company stock contained in the Registration Statement on Form 8-A dated October 23, 1981, as amended by Amendment No. 1 filed with the Company’s Current Report on Form 8-K dated July 8, 1993 and Amendment No. 2 filed with the Company’s Current Report on Form 8-K/A dated August 3, 2006 and set forth in Exhibit 4.1 to the Annual Report, including any amendment or report filed for the purpose of updating such description; and

(4) The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2022, as filed with the Commission on June 23, 2023.

In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Nothing in this Registration Statement shall be deemed to incorporate any information provided in these documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.


Item 8. Exhibits.

 

Exhibit No.

  

Description

    4.1    Amended and Restated Certificate of Incorporation of Southwestern Energy Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 24, 2010)
    4.2    Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated September  1, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 1, 2021)
    4.3    Certificate of Amendment No. 2 of the Amended and Restated Certificate of Incorporation, dated May  18, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 22, 2023).
    4.4    Second Amended and Restated Bylaws of Southwestern Energy Company, as amended through November  1, 2023 (Incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 10-Q filed on November 2, 2023).
    4.5    Form of Specimen Certificate Representing Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K dated August 3, 2006)
    5.1*    Opinion of Kirkland Ellis LLP.
  23.1*    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
  23.2*    Consent of Netherland, Sewell & Associates, Inc.
  23.3*    Consent of Weaver and Tidwell, L.L.P.
  23.4*    Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
  24.1*    Power of Attorney (included in the signature page to this Registration Statement)
107*    Filing Fee Table.

 

*

Filed herewith.

Pursuant to the instruction to Item 8 of Form S-8, an opinion of counsel confirming compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) is not included herein. In lieu thereof, pursuant to Item 8 of Form S-8, the Company has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made all changes required by the IRS in order to qualify such Plan.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southwestern Energy Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spring, State of Texas, on this 30th day of November, 2023.

 

SOUTHWESTERN ENERGY COMPANY

By:

 

/s/ William J. Way

  William J. Way
  President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Way, Carl F. Giesler, Jr., and Christopher W. Lacy or any of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the registrant in the capacities and on the 30th day of November, 2023.

[Signature Page Follows]


Signature    Title

/s/ William J. Way

   President, Chief Executive Officer and Director
(Principal Executive Officer)
William J. Way

/s/ Carl F. Giesler, Jr.

   Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Carl F. Giesler, Jr.

/s/ Colin O’Beirne

   Vice President, Controller
(Principal Accounting Officer)
Colin O’Beirne

/s/ John D. Gass

   Director
John D. Gass

/s/ Sylvester P. Johnson IV

   Director
Sylvester P. Johnson IV

/s/ Catherine A. Kehr

   Director
Catherine A. Kehr

/s/ Shameek Konar

   Director
Shameek Konar

/s/ Greg D. Kerley

   Director
Greg D. Kerley

/s/ Jon A. Marshall

   Director
Jon A. Marshall

/s/ Patrick M. Prevost

   Director
Patrick M. Prevost

/s/ Anne Taylor

   Director
Anne Taylor

/s/ Denis J. Walsh III

   Director
Denis J. Walsh III

Exhibit 5.1

 

LOGO

609 Main Street

Houston, TX 77002

United States

+1 713 836 3600

www.kirkland.com

November 30, 2023

Southwestern Energy Company

10000 Energy Drive

Spring, Texas 77389

 

  Re:

Southwestern Energy Company

Registration Statement on Form S-8

We are issuing this opinion in our capacity as special counsel to Southwestern Energy Company, a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 750,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, which Shares may be issued from time to time in accordance with the terms of the Southwestern Energy Company 401(k) Savings Plan (as amended from time to time, the “Plan”).

For purposes of this letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we have deemed necessary for purposes of this opinion, including (i) the corporate and organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the Registration Statement, (iii) the Plan and (iv) the Registration Statement and the exhibits thereto.

For purposes of this letter, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of the officers and other representatives of the Company.

Austin     Bay Area     Beijing     Boston     Brussels     Chicago     Dallas     Hong Kong     London     Los Angeles     Munich     New York     Paris     Salt Lake City     Shanghai     Washington, D.C.


Southwestern Energy Company

November 30, 2023

Page 2

 

For purposes of this letter, we have also assumed that the number of shares of Common Stock that the Company is authorized to issue pursuant to its charter exceeds the number of shares of Common Stock outstanding and the number of shares of Common Stock that the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than the issuances of the Shares by at least the number of Shares at all future times relevant to this opinion.

Subject to the assumptions, qualifications and limitations identified in this letter, we are of the opinion that (i) when the Registration Statement related to the Shares becomes effective under the Act, (ii) when the Shares have been duly issued in accordance with the terms of the Plan, (iii) when the Shares are duly countersigned by the Company’s registrar and (iv) upon receipt by the Company of the consideration to be paid therefor, the Shares will be validly issued, fully paid and nonassessable.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinion expressed herein is rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Shares.

This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.


Southwestern Energy Company

November 30, 2023

Page 3

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act of the rules and regulations of the Commission.

 

Very truly yours,

/s/ Kirkland & Ellis LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Southwestern Energy Company of our report dated February 23, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Southwestern Energy Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

November 30, 2023

Exhibit 23.2

 

LOGO

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the inclusion in or incorporation by reference into the Registration Statement on Form S-8 (including any amendments or supplements thereto, related appendices, and financial statements) of Southwestern Energy Company of our audit letter, dated January 31, 2023, with respect to estimates of reserves and future net revenue to the combined interests of Southwestern Energy Company and its subsidiaries, as of December 31, 2022. We also hereby consent to all references to our firm or such reports included in or incorporated by reference into the Registration Statement.

 

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:  

/s/ Richard B. Talley, Jr.

  Richard B. Talley, Jr., P.E.
  Chief Executive Officer

Houston, Texas

November 30, 2023

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 23, 2023, appearing in the Annual Report on Form 11-K of the Southwestern Energy Company 401(k) Savings Plan for the year ended December 31, 2022.

/s/ Weaver and Tidwell, L.L.P.

WEAVER AND TIDWELL, L.L.P.

Houston, Texas

November 30, 2023

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

SOUTHWESTERN ENERGY COMPANY

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security Type   Security
Class Title
 

Fee

Calculation

Rule

 

Amount

Registered(1)

 

Proposed

Maximum

Offering

Price

Per Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration
Fee

               
Equity   Common Stock, $0.01 par value per share   Rule 457 (c) and (h)   750,000   $6.59(2)   $4,942,500.00   0.00014760   $729.52
         
Total Offering Amounts     $4,942,500.00    
         
Total Fee Offsets        
         
Net Fee Due               $729.52

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock, $0.01 par value per share, of the Registrant (“Common Stock”) that may be issued to adjust the number of shares issued pursuant to the Southwestern Energy Company 401(k) Savings Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of shares of the Registrant’s outstanding Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

 

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act based on the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on November 29, 2023, which date is within five business days prior to the filing of this Registration Statement.


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